NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2011 (the “Effective Date”), is by and between SKYSHOP LOGISTICS, INC., a Nevada corporation (the “Company”), and LBI INVESTMENTS, LLC (the “Investor”).
WARRANT TO PURCHASE COMMON STOCK OF SKYSHOP LOGISTICS, INC.Note Purchase Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services
THIS CERTIFIES that LBI INVESTMENTS, LLC or any subsequent holder hereof (the “Holder”), has the right to purchase from SKYSHOP LOGISTICS, INC., a Nevada corporation (the “Company”), up to Twelve Million Two Hundred Thousand (12,200,000) fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., eastern time, on the third (3rd) anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”). This Warrant is issued pursuant to a Note Purchase Agreement, dated as of May 16, 2011 (the “Note Purchase Agreement”), together with Senior Secured Convertible Notes of the Company (the “Notes”). Capitalized terms used herein and not other
ContractNote Purchase Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2011, is by and between SKYSHOP LOGISTICS, INC., a Nevada corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
CONSENT AGREEMENTConsent Agreement • June 19th, 2008 • Omega United Inc • Services-business services, nec • Florida
This CONSENT AGREEMENT (this “Consent Agreement”) is entered into by and between Skypostal, Inc., a corporation of the State of Delaware (hereinafter “Skypostal”), and Albert P. Hernandez (hereinafter “APH”), an individual as of the 26 day of March, 2008 (the “Effective Date”).
VENDOR AGREEMENTVendor Agreement • September 11th, 2006 • Omega United Inc • Services-business services, nec
THIS AGREEMENT, effective as of _____________________, 2006, is between Omega United, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and __________________, a __________________ (hereinafter referred to as “Vendor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services • New York
This SUBSIDIARY GUARANTEE, dated as of May 17, 2011 (this “Guarantee”), is made by SkyShop Logistics of Florida, Inc., a Florida corporation (the “Guarantor”), for and on behalf of each of the entities whose names appear on Exhibit A hereto (collectively, the “Investors”). This Guarantee is being executed and delivered by the Guarantor in connection with that certain Note Purchase Agreement, dated as of May 16, 2011 (the “Note Purchase Agreement”), between SkyShop Logistics, Inc., a Nevada corporation (the “Company”), and each Investor. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Note Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of May 17, 2010, is made by and among SKYPOSTAL NETWORKS, INC., a Nevada corporation (the “Borrower”), and SKYSHOP LOGISTICS, INC., a Florida corporation (the “Guarantor and, together with the Borrower, the “Obligors”), and LBI INVESTMENTS, LLC (the “Agent”), as agent for each of the lenders whose names appear on the signature pages hereof (collectively, the “Secured Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2008 • Omega United Inc • Services-business services, nec • Florida
This Employment Agreement (“Agreement”) by and between SkyPostal, Inc., a Delaware corporation with principal offices at 7805 NW 15th Street, Miami, Florida 33126, and Clement S. Harary whose address is 7 Mayacoo Lakes Court Skillman, NJ 08558 (“Employee”) is dated April 15, 2008 (“Effective Date”). SkyPostal and Employee are sometimes referred to as the Parties.
AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG OMEGA UNITED, INC. AND SKYPOSTAL, INC. ANDAgreement • April 18th, 2008 • Omega United Inc • Services-business services, nec • Nevada
THIS AGREEMENT (“Agreement”) is made this 15th day of April, 2008, by and between Omega United, Inc., a Nevada corporation (“Omega”), SkyPostal, Inc., a Delaware corporation (“SkyPostal”), and the security holders of SkyPostal (the “SkyPostal Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2 hereto.
Employment AgreementEmployment Agreement • April 18th, 2008 • Omega United Inc • Services-business services, nec • Florida
This Employment Agreement (the “Agreement”), dated as of August 1, 2006 is entered into between SkyPostal, Inc., a Delaware corporation (the “Company”) whose address is 7805 NW 15th Street, Miami, Florida 33126, and A.J. Hernandez (the “Executive”) whose address is at 7440 SW 115 St. Miami, Florida 33156.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • May 19th, 2011 • SkyShop Logistics, Inc. • Air courier services
This AMENDMENT, dated as of May 17, 2011 (this “Amendment”), amends the Security Agreement (the “Security Agreement”), dated as of May 17, 2010, by and among SKYSHOP LOGISTICS, INC. (formerly SkyPostal Networks, Inc.), a Nevada corporation (the “Borrower”), SKYSHOP LOGISTICS OF FLORIDA, INC. (formerly SkyShop Logistics, Inc.), a Florida corporation (the “Guarantor and, together with the Borrower, the “Obligors”), and LBI INVESTMENTS, LLC, as the secured party under the Security Agreement (the “Secured Party”).
Employment AgreementEmployment Agreement • April 18th, 2008 • Omega United Inc • Services-business services, nec • Florida
This Employment Agreement (the “Agreement”), dated as of August 1, 2006 is entered into between SkyPostal, Inc., a Delaware corporation (the “Company”) whose address is 7805 NW 15th Street, Miami, Florida 33126, and Albert P. Hernandez (the “Executive”) whose address is at 14751 Marvin Lane, Southwest Ranches, Florida 33330.
